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BHP Group Limited — M&A Activity 2009
Oct 15, 2009
14787_rns_2009-10-15_7bed7fa6-5e9e-4c70-bdff-3715975ad17f.pdf
M&A Activity
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16 October 2009
Company Announcement Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000
Via Electronic Lodgement
Dear Sir/Madam
NEWS RELEASE FROM BHP BILLITON
Please find the following News Release from BHP Billiton in relation to the conditional cash offer of $1.30 per share for 100% of United Minerals Corporation NL share capital.
Yours sincerely
UNITED MINERALS CORPORATION NL
Patrick Tan
Company Secretary
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NEWS RELEASE
Release Time Immediate Date 16 October 2009
BHP Billiton Announces Unanimously Recommended Offer for United Minerals Corporation NL
BHP Billiton today announced that it has entered into an agreement under which BHP Billiton, through its wholly owned subsidiary BHP Billiton Minerals Pty Ltd, will offer to acquire all outstanding shares in United Minerals Corporation NL (UMC) for a cash consideration of A$1.30 per share by way of scheme of arrangement between UMC and its shareholders.
In the absence of a competing proposal*, the A$1.30 offer is final and will not be increased.
UMC’s principal asset is the Railway iron ore deposit located directly adjacent to Mining Area C in Western Australia, owned by the Goldsworthy Joint Venture (BHP Billiton 85 percent).
The A$1.30 offer to be made to UMC shareholders represents:
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a premium of 43% over the pre-announcement UMC share price of A$0.91 on 6 October 2009; and
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a premium of 29% over the volume-weighted average price of UMC shares since the announcement on 8 September 2009 of the arrangement with China Railway Materials Commercial Corp. Group (CRM) involving a conditional placement and an iron ore offtake agreement (CRM arrangement).
The transaction is to be voted on by UMC shareholders. The UMC Board intends to unanimously recommend the offer, in the absence of a superior proposal and subject to the independent expert forming the view that the scheme is in the best interests of UMC shareholders.
The scheme of arrangement is subject to the satisfaction of a number of conditions which have been summarised in an announcement made to the ASX by UMC earlier today.
BHP Billiton and UMC have also agreed to certain exclusivity and other provisions, including reciprocal break fees payable if the scheme does not proceed due to specified circumstances.
BHP Billiton Iron Ore President Ian Ashby said the acquisition was a natural fit within the company’s Western Australia Iron Ore operations, “BHP Billiton is the logical owner and developer of the Railway Deposit given the proximity to BHP Billiton’s iron ore deposits, and established mine and rail infrastructure. This acquisition is consistent with our plan of capturing growth options to deliver long term shareholder value. We are pleased that we have been able to reach an agreement with the board of UMC to present what we believe to be a compelling cash offer to UMC shareholders.”
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Further detail on the terms of the BHP Billiton offer is set out in UMC’s announcement in relation to the transaction of earlier today. More information on the offer will also be set out in the scheme booklet which is to be prepared and issued by UMC to its shareholders in due course.
Further information on BHP Billiton can be found on our Internet site: www.bhpbilliton.com
- If the CRM arrangement is varied, it will be regarded by BHP Billiton as a competing proposal.
Australia
Samantha Evans, Media Relations Tel: +61 3 9609 2898 Mobile: +61 400 693 915 email: [email protected]
Peter Ogden, Media Relations Tel: +61 3 9609 2812 Mobile: +61 428 599 190 Email: [email protected]
Kelly Quirke, Media Relations Tel: +61 3 9609 2896 Mobile: +61 429 966 312 Email: [email protected]
Leng Lau, Investor Relations Tel: +61 3 9609 4202 Mobile: +61 403 533 706 email: [email protected]
South Africa
United Kingdom
Andre Liebenberg, Investor Relations Tel: +44 20 7802 4131 Mobile: +44 7920 236 974 email: [email protected]
Illtud Harri, Media Relations Tel: +44 20 7802 4195 Mobile: +44 7920 237 246 email: [email protected]
United States
Scott Espenshade, Investor Relations Tel: +1 713 599 6431 Mobile: +1 713 208 8565 email: [email protected]
Ruban Yogarajah, Media Relations Tel: US +1 713 966 2907 or UK +44 20 7802 4033 Mobile: UK +44 7827 082 022 email: [email protected]
Bronwyn Wilkinson, Investor and Media Relations Tel: +44 20 7802 4015 Mobile: +44 7500 785 892 email: [email protected]
BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 180 Lonsdale Street Melbourne Victoria 3000 Australia Tel +61 1300 55 4757 Fax +61 3 9609 3015
BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place London SW1V 1BH United Kingdom Tel +44 20 7802 4000 Fax +44 20 7802 4111
A member of the BHP Billiton group which is headquartered in Australia